Upper Deck

In 1988 the Upper Deck Company was a baseball card company with an idea for a

better baseball card: one that had a hologram on it. By the 1990's Upper Deck

was a major corporation whose value was at least a quarter of a billion dollars. In

1988, however, the outlook wasn't bright for Upper Deck, which lacked the funds

for a $100,000 deposit it needed to buy some special paper by August 1. Without

that deposit its contract with the major-league baseball player's association would

have been jeopardized.

Upper Deck's corporate attorney responsible for marketing contracts, Anthony

Passante, Jr., found the money. That evening, the directors of the company

accepted the loan and, in gratitude, agreed that Passante should have 3 percent of

the firm's stock. Passante never sought to collect the stock and later the company

reneged on its promise. Passante sued for breach of oral contract.

1. What is at issue?

2. Is there a contract between Upper Deck and Passante?

3. How would you decide the case?

4. Does Upper Deck have an obligation to give Passante the stock? If so,

is this

legal obligation?